UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 31, 2001
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
(State or Other Jurisdiction of Incorporation)
0-29788 N/A
(Commission File Number) (I.R.S. Employer
Identification Number)
(441) 295-4451
(Registrant's Telephone Number, Including Area Code)
P.O. Box HM 2939
Crown House, Third Floor, 4 Par-la-Ville Road N/A
Hamilton HM12, Bermuda (Zip Code)
(Address of Principal Executive Offices)
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On December 31, 2001, Scottish Annuity & Life Holdings, Ltd. ("Scottish
Holdings"), a Cayman Islands corporation, completed the acquisition of all of
the issued and outstanding shares of World-Wide Holdings Limited ("World-Wide")
from Pacific Life Insurance Company ("Pacific Life") pursuant to a Share
Purchase Agreement between Scottish Holdings and Pacific Life dated as of August
6, 2001 as amended (the "Purchase Agreement"). As a result of the acquisition,
World-Wide became a wholly owned subsidiary of Scottish Holdings, and Pacific
Life received 4,532,380 ordinary shares of Scottish Holdings representing
approximately 22.5% of the issued and outstanding shares of Scottish Holdings.
Pursuant to the Stockholder Agreement attached as an exhibit hereto, Pacific
Life has the right, initially, to appoint two directors to the board of
directors of Scottish Holdings. The two Pacific Life appointees are Glenn S.
Schafer and Khanh T. Tran. The acquisition of World-Wide was approved by the
shareholders of Scottish Holdings at an Extraordinary General Meeting of
Shareholders held on December 14, 2001.
Item 5. Other Events
Scottish Holdings issued a press release on December 31, 2001 announcing
the completion of the transaction described in Item 2 herein. The press release
is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of World-Wide for the year
ended September 30, 2000 and the unaudited consolidated financial statements of
World-Wide for the nine months ended June 30, 2001 have been previously reported
in Scottish Holdings' Definitive Proxy Statement, dated November 8, 2001 on
pages F-8 through F-30 and therefore are not being reported pursuant to
Instruction B.3. to Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information of Scottish Holdings for the period
ended June 30, 2001 has been previously reported in Scottish Holdings'
Definitive Proxy Statement, dated November 8, 2001 on pages F-1 through F-7 and
therefore are not being reported pursuant to Instruction B.3. to Form 8-K.
(c) Exhibits
10.1 Share Purchase Agreement by and between Scottish Annuity &
Life Holdings, Ltd. and Pacific Life Insurance Company,
dated as of August 6, 2001 (incorporated by reference to
Scottish Holdings' 8-K, dated August 6, 2001)
10.2 Amendment No. 1, dated November 8, 2001, to Share Purchase
Agreement by and between Scottish Annuity & Life Holdings,
Ltd. and Pacific Life Insurance Company, dated as of August
6, 2001, filed herewith
10.3 Registration Rights Agreement by and between Scottish
Annuity & Life Holdings, Ltd. and Pacific Life Insurance
Company, dated as of December 31, 2001, filed herewith
10.4 Stockholder Agreement by and between Scottish Annuity & Life
Holdings, Ltd. and Pacific Life Insurance Company, dated as
of December 31, 2001, filed herewith
10.5 Tax Deed of Covenant by and between Scottish Annuity & Life
Holdings, Ltd. and Pacific Life Insurance Company, dated as
of December 31, 2001, filed herewith
10.6 Letter Agreement by and between Scottish Annuity & Life
Holdings, Ltd. and Pacific Life Insurance Company dated as
of December 28, 2001, filed herewith
99.1 Press Release issued by Scottish Annuity & Life
Holdings, Ltd. and Pacific Life Insurance Company on
December 31, 2001, filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
By: /s/ Scott E. Willkomm
-------------------------------------
Scott E. Willkomm
President and Chief Financial Officer
Dated: December 31, 2001
INDEX TO EXHIBITS
Number Description
10.1 Share Purchase Agreement by and between Scottish Annuity & Life
Holdings, Ltd. and Pacific Life Insurance Company, dated as of August
6, 2001 (incorporated by reference to Scottish Holdings' 8-K, dated
August 6, 2001)
10.2 Amendment No. 1, dated November 8, 2001, to Share Purchase Agreement
by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life
Insurance Company, dated as of August 6, 2001, filed herewith
10.3 Registration Rights Agreement by and between Scottish Annuity & Life
Holdings, Ltd. and Pacific Life Insurance Company, dated as of
December 31, 2001, filed herewith
10.4 Stockholder Agreement by and between Scottish Annuity & Life Holdings,
Ltd. and Pacific Life Insurance Company, dated as of December 31,
2001, filed herewith
10.5 Tax Deed of Covenant by and between Scottish Annuity & Life Holdings,
Ltd. and Pacific Life Insurance Company, dated as of December 31,
2001, filed herewith
10.6 Letter Agreement by and between Scottish Annuity & Life Holdings, Ltd.
and Pacific Life Insurance Company, dated as of December 28, 2001,
filed herewith
99.1 Press Release issued by Scottish Annuity & Life Holdings, Ltd. and
Pacific Life Insurance Company on December 31, 2001, filed herewith